The Elevator Problem continues

The Elevator Problem continues

At least two people and perhaps more have experienced dropping at least two floors in elevators over the last couple of days if not more. Elevator 4 was one of the elevators. I plead to those experiencing this to file a written complaint along with a copy that will be stamped acknowledged by the administration office on the 4th floor. Then make a copy of the stamped copy and bring both to the city engineer and give them the copy and have a second acknowledgment stamp on your copy. That copy is to be held by the person complaining. If they want it to be posted to this blog, I will do so. I plead with all those suffering this ordeal to do this showing one of many problems. These elevators are dangerous.

Oh, I know it will happen again, so to those very few saying the elevators are getting better after I post, why not face me with that claim.  To you and everyone else, I want all the problems fixed in the building.  The value of the building drops and we cannot hide the issues.  So time to come together and demand they be fixed by taking action.

The highest decision making body of the condominium corporation meets according to the By-Laws and the law of the nation they must abide by on the last Friday of August at the Annual Meeting.  That date is Friday, August 28, 2015.  Please attend or send a proxy.  See the previous post with forms you may use.

Cigarette Dumping Penalty

Cigarette Dumping Penalty

I WANT TO MAKE IT VERY CLEAR THAT WHILE I WOULD SUPPORT SUCH A POLICY BELOW, I WOULD ONLY SUPPORT IT IF PASSED BY A MAJORITY OF THE MEMBERS AT AN ANNUAL OR SPECIAL MEETING.  IT IS EXTREME AND NEEDS THE SUPPORT OF THE HIGHEST BODY OF THE CONDOMINIUM CORPORATION FOR APPROVAL.

This was sent to me by someone from another building where they, too, are having the same problems.  I suspect that this is a widespread issue that needs attention.  The use of unit balconies, sidewalks, streets, pool areas, etc. as someone's ashtray or garbage can is abhorrent to the community.  Of course, we have all seen the cigarette butts and trash, and I feel for the units on the 4th floor of the Mayflower tower whose issues on garbage and awnings I have not heard of being solved - http://sohocentralcondominium.blogspot.com/2013/03/more-cracks.html .

Meetings for Board of Directors/Trustees

Meetings for Board of Directors/Trustees

(The terms Directors and Trustees are used interchangeably.)

There was a question at the recent informal meeting about meetings of the Board.  I cannot find any requirement either in the By-Laws or Master Deed or Philippine Corporate Code for a meeting other than one after the annual election or for needed business decisions.  I cannot locate any regularly required meeting.

The following are links to read and a section of the Corporate Code that does not reflect the Supreme Court decision Valle Verde vs Africa; whereby, those Directors in tenure and no longer in term of office cannot appoint members to vacancies.

Soho Central Bylaws (see Section 15) - 
https://drive.google.com/file/d/0B0Sq5pyrVRznYzE0YjU1M2YtZTZjZC00OWJmLTk5YWUtNTk4NDllNWZiZWYw/view?usp=sharing

Soho Central Master Deed - 
https://drive.google.com/file/d/0B0Sq5pyrVRznYzZlOGEyMWMtNWM2Mi00NDdmLTlmZjItNjI4OGU2YTlmNTcz/view?usp=sharing

Corporation Code of the Philippines, Title III - BOARD OF DIRECTORS/TRUSTEES/OFFICERS -
http://www.chanrobles.com/legal5title3.htm#.VQJC740frmI

Valle Verde vs Africa - 
https://drive.google.com/file/d/0B0Sq5pyrVRznSDFuUGtxOEFpMjA/view?usp=sharing

SCCC By-Laws' Official Announcement - 2015 Annual Meeting

SCCC By-Laws' Official Announcement - 2015 Annual Meeting

The Annual Meeting will take place on Friday, August 28 for the 2015 Annual Meeting as called for in the Soho Central Condominium Corporation's By-Laws.

By-Laws of Soho Central Condominium Corporation - Meetings of Members

"Section 5. Annual Meeting. -The annual meeting of the members of the corporation for the election of directors/trustees and such other matters pertaining to the corporation shall be held at the principal office of the corporation at Mandaluyong City, Philippines or at such other place that the Board may determine, on the Last Friday of August of each year. Should a scheduled meeting be a legal holiday, the annual meeting shall be held on the next succeeding business day at the same place and time."

"Section 8. Proxy. – Any member or representative as defined in Section 4 hereof, may be represented by a proxy in all the meetings of the members of the corporation. The proxy must be in writing, designating the representative by name, signed by the member or the representative and duly presented to the Secretary for inspection and recording before the opening of the meeting.

Proxies shall be valid only either for the next annual or special meeting after the execution of the proxy or any adjournment thereof. The presence of the member at the meeting shall revoke the proxy heretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy."

***

READ this section carefully. So besides the proxy to submit in writing as instructed above for those not attending, where there is joint ownership have a written statement signed by all the particular Unit Owners submitted to the corporation’s Secretary via the Soho Central Condominium Corporation Administration office in the building if prior to the meeting for representation as stated below.

"Section 4. Representation. – In cases where a unit is owned in common by two or more persons, they shall determine one (1) from among themselves, who shall represent them in the corporation. Except for the purpose of liquidation in case of dissolution, the representative designated shall be considered as members representing the unit for all purposes, in all matters related to the corporation, including service of notice of assessment and meetings, grant of proxies, voting on any matter, and the like. In cases of corporation, trust, or partnership, its authorized officers shall designate who should represent it in the corporation. In all the foregoing instances, the person duly designated (as) representative must be registered with the corporation by filing a written designation with the Secretary of the Corporation."

***

BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

TITLE VI — MEETINGS

SECTION 50. Regular and special meetings of stockholders or members. — Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed, on any date in April of every year as determined by the board of directors or trustees: Provided, That written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws. 

Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the by-laws: Provided, however, That at least one (1) week written notice shall be sent to all stockholders or members, unless otherwise provided in the by-laws. 

Notice of any meeting may be waived, expressly or impliedly, by any stockholder or member. 

Whenever, for any cause, there is no person authorized to call a meeting, the Securities and Exchange Commission, upon petition of a stockholder or member on a showing of good cause therefor, may issue an order to the petitioning stockholder or member directing him to call a meeting of the corporation by giving proper notice required by this Code or by the by-laws. The petitioning stockholder or member shall preside thereat until at least a majority of the stockholders or members present have chosen one of their number as presiding officer. (24, 26) 

PROXY for the Annual Meeting on Friday, August 28, 2015 & REPRESENTATION

PROXY for the Annual Meeting on Friday, August 28, 2015 & REPRESENTATION

The attached is a basic Proxy form with what is required in the By-Laws but nothing that gives power to those other than the proxy or contradicts the By-Laws.  There is also a basic Representation form as required for those units with more than one owner.  You may make adjustments as needed and please make any suggestions as for changes.

When filling this out make sure to keep a copy that has been stamped & acknowledged received or request a confirmation if emailing.

(Click here for a .pdf of the pages below.)

Failed Elevators: The Banging is Back

Failed Elevators:  The Banging is Back

In 2009, the building's units were turned over with elevators that have to date not been fully operational.  Of course, they have not been to my knowledge inspected and fully approved by the government.  Now the banging has started once again in an attempt to fix the failed elevators.  You know it gets to a point where all the banging in the universe will not solve the problem.  In fact, what are the problems that Unit Owners have been kept in the dark about as to exactly why the elevators are in the condition they have been with the worst scenarios being dropping and stalling with no lights?  The elevators are a horror and are a symbol of the quality received from the parties that built this condominium.  Disgust is all I and others have with this entire matter.

Management contract dated August 24, 2009

Management contract dated August 24, 2009

The management contract has expired since the Philippine Corporate Code Title IV Section 44 states five (5) years as a maximum.  We were finally able to see a copy and it was dated August 24, 2009.  So there has been no contract with CPMI since that August 24, 2014.  Also stated in Section 44 you may read below from a previous post is the clause requiring "at least a majority of the members in the case of a non-stock corporation" must approve a new management contract.  It is important to note that while Annual and Special Meetings of the Soho Central Condominium Corporation only allow those members (Unit Owners) to vote who are not delinquent in their dues and assessments, the Philippine Corporate Code makes no such restriction.  So all members (Unit Owners) delinquent or not are allowed the vote.  Additionally, the meeting must be "duly called for the purpose."  So does this mean an Annual Meeting may vote on the contract so long as it is stated or must there must be a separate meeting?  Of course the meeting may take place on the same day with all members allowed to vote.  Does anyone read this section differently?

***

What is the new Management Contract - January 1, 2015

It is assumed that a management contract was established in 2009 the year of turnover.  Since documents and records of the condominium corporation are not always available, the date of the contract is unknown.  Unless a new management contract is established according to the Philippine Corporate Code, is it to be assumed that no contract exists and Soho Central will be without a management operating under contract?

A vote for a management contract and period of management contracts up to five years

Was there a vote I am unaware of?  How is it that a contract is longer than five years given the Philippine Corporate Code Title IV Section 44?
 
...No corporation shall conclude a management contract with another corporation unless such contract shall have been approved by the board of directors and by stockholders owning at least the majority of the outstanding capital stock, or by at least a majority of the members in the case of a non-stock corporation, of both the managing and the managed corporation, at a meeting duly called for the purpose ... No management contract shall be entered into for a period longer than five years for any one term. ...


http://www.chanrobles.com/legal5title4.htm#.VCyxso0cTmI


BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

TITLE IV — POWERS OF CORPORATIONSSECTION 44. Power to enter into management contract. — No corporation shall conclude a management contract with another corporation unless such contract shall have been approved by the board of directors and by stockholders owning at least the majority of the outstanding capital stock, or by at least a majority of the members in the case of a non-stock corporation, of both the managing and the managed corporation, at a meeting duly called for the purpose: Provided, That (1) where a stockholder or stockholders representing the same interest of both the managing and the managed corporations own or control more than one-third (1/3) of the total outstanding capital stock entitled to vote of the managing corporation; or (2) where a majority of the members of the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporation, then the management contract must be approved by the stockholders of the managed corporation owning at least two-thirds (2/3) of the total outstanding capital stock entitled to vote, or by at least two-thirds (2/3) of the members in the case of a non-stock corporation. No management contract shall be entered into for a period longer than five years for any one term.

The provisions of the next preceding paragraph shall apply to any contract whereby a corporation undertakes to manage or operate all or substantially all of the business of another corporation, whether such contracts are called service contracts, operating agreements or otherwise: Provided, however, That such service contracts or operating agreements which relate to the exploration, development, exploitation or utilization of natural resources may be entered into for such periods as may be provided by the pertinent laws or regulations. (n)

SECTION 45. Ultra vires acts of corporations. — No corporation under this Code shall possess or exercise any corporate powers except those conferred by this Code or by its articles of incorporation and except such as are necessary or incidental to the exercise of the powers so conferred. (n)